SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
 
Bonanza Creek Energy, Inc.
(Name of Issuer)
 
Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
097793400
(CUSIP Number)
 
Ward Dietrich
645 Madison Avenue, 14th Floor, New York, New York 10022
Telephone: (646) 589-7005
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)


September 4, 2018
(Date of Event which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

(Page 1 of 7 Pages)
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
CUSIP No. 097703400
SCHEDULE 13D
Page 2 of 7 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
The Mangrove Partners Master Fund, Ltd.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
1,836,613
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
1,836,613
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,836,613
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
8.9%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
 
CUSIP No. 097703400
SCHEDULE 13D
Page 3 of 7 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
Mangrove Partners
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
1,836,613
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
1,836,613
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,836,613
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
8.9%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
CUSIP No. 097703400
SCHEDULE 13D
Page 4 of 7 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
Nathaniel August
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
1,836,613
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
1,836,613
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,836,613
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
8.9%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 
 
CUSIP No. 097703400
SCHEDULE 13D
Page 5 of 7 Pages
 

This Amendment No. 5 to Schedule 13D (“Amendment No. 5”) is being filed by the undersigned, pursuant to §240.13d-2(a), with respect to the Common Stock, par value $0.001 per share (the “Shares”), of Bonanza Creek Energy, Inc., a company incorporated in Delaware (“the Issuer”), whose principal executive offices are located at 410 17th Street, Suite 1400 Denver, Colorado 80202.  This Amendment No. 5 amends and supplements the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on July 19, 2017 (the “Original Schedule 13D”), as amended by Amendment No. 1, filed with the SEC on November 29, 2017, Amendment No. 2, filed with the SEC on May 17, 2018, Amendment No. 3, filed with the SEC on August 14, 2018, and Amendment No. 4, filed with the SEC on August 20, 2018 (collectively, the “Schedule 13D”).

Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in the Schedule 13D.  Capitalized terms used but not defined in this Amendment No. 5 shall have the meanings given them in the Schedule 13D.
 
Item 3.
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
   
 
Item 3 of the Schedule 13D is hereby amended by adding the following:
   
A total of approximately $57,115,634, inclusive of commissions, was paid to acquire the securities reported as beneficially owned by the Master Fund.  The funds used to purchase these securities were obtained from the general working capital of the Master Fund, including margin account borrowings made in the ordinary course of business, although the Reporting Persons cannot determine whether any funds allocated to purchase such securities were obtained from any margin account borrowings.
 
Item 5.
INTEREST IN SECURITIES OF THE ISSUER
   
 
Item 5(a), (b) and (c) of the Schedule 13D is hereby amended and supplemented as follows:
   
(a)             The aggregate percentage of Shares reported owned by each person named herein is based upon 20,541,070 Shares outstanding, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report filed on Form 10-Q with the SEC on August 9, 2018.

                                As of September 4, 2018, the Master Fund may be deemed to beneficially own 1,836,613 Shares (approximately 8.9% of the total number of Shares outstanding). By virtue of their respective relationships with the Master Fund as discussed in further detail in Item 2 to Amendment No. 2, Mangrove Partners and Mr. August may be deemed to indirectly beneficially own the Shares owned directly by the Master Fund.

                                Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

                               As described further in Item 6 of Amendment No. 2 and Amendment No. 3, in addition to the Shares beneficially owned, as reported herein, the Reporting Persons have economic exposure to, but do not have voting or investment power over, or the right to acquire such power over, an additional 802,670 notional
 
 
CUSIP No. 097703400
SCHEDULE 13D
Page 6 of 7 Pages
 
Shares referenced in the Swaps.  Each Reporting Person disclaims beneficial ownership of the Shares referenced in the Swaps.

(b)                           Each of the Master Fund, Mangrove Partners and Mr. August has shared voting and dispositive power over the 1,836,613 Shares owned directly by the Master Fund.

(c)                           Since the Reporting Persons’ most recent Schedule 13D on Amendment No. 4, the following transactions were effected by the Reporting Persons in the Shares.  All of these transactions were effected in the open-market through a broker.
 
Trade Date
Reporting Person
Transaction
Quantity
Price per Share
(in USD)
8/22/2018
Master Fund
Purchase Shares
     1,200 *
  $32.2736
8/24/2018
Master Fund
Purchase Shares
   25,000
   $32.2194
8/27/2018
Master Fund
Purchase Shares
   30,788
   $32.0913
8/28/2018
Master Fund
Purchase Shares
     8,521
   $32.2187
8/30/2018
Master Fund
Purchase Shares
     4,300
   $32.2479
8/30/2018
Master Fund
Purchase Shares
   25,000
   $32.2405
8/31/2018
Master Fund
Purchase Shares
     5,000
   $31.0218
8/31/2018
Master Fund
Purchase Shares
   25,000
   $31.4687
9/4/2018
Master Fund
Purchase Shares
   11,763
   $29.8936
9/4/2018
Master Fund
Purchase Shares
   40,000
   $30.0409
9/4/2018
Master Fund
Purchase Shares
   40,000
   $30.0409
 
 
* This transaction was effected pursuant to the terms of the New 10b5-1 Plan.
 
 
CUSIP No. 097703400
SCHEDULE 13D
Page 7 of 7 Pages
 
 
SIGNATURES
 
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Date: September 6, 2018
 
 
THE MANGROVE PARTNERS MASTER FUND, LTD.
  
       
 
By:
MANGROVE PARTNERS,
as Investment Manager
  
       
 
By:
/s/ Nathaniel August
  
    Name: Nathaniel August  
    Title:   Director  
       
 
 
MANGROVE PARTNERS
  
       
 
By:
/s/ Nathaniel August  
    Name: Nathaniel August  
    Title:   Director  
       
       
  /s/ Nathaniel August  
  Nathaniel August